SecProbe.io

Mail Stop 3030
June 9 , 2016

Via E -mail
Mr. Mark P. de Raad
Executive Vice President and Chief Financial Officer
Masimo Corporation
52 Discovery
Irvine, CA   92618

Re: Masimo  Corporation
 Form 10-K for the Fiscal Year Ended January 2 , 201 6
 Filed February 24 , 201 6
Form 10 -Q for the Quarterly Period Ended April 2, 2016
Filed May 4, 2016
File No. 001-33642

Dear Mr. de Raad :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts a nd circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended January 2 , 201 6

Item 7. Management’s Discussion and Analysis of Financial C ondition and Results of
Operations

Gross Profit, page 60

1. In the last sentence of this discussion you present a non -GAAP measure , i.e.,  product
gross profit margin including Cercacor eliminated royalty expenses , but we note that you
did not provide any o f the disclosures required by Item 10(e)(1) of Regulation S -K for
that measure. To the extent that you continue to present similar non -GAAP measures in
your future filings, please revise your presentations to fully comply with that guidance,
including prov iding a reconciliation to the most directly comparable GAAP measure, a

Mr. Mark P. de Raad
Masimo Corporation
June 9 , 2016
Page 2

 statement disclosing the reasons why management believes the presentation is useful to
investors and a statement disclosing any additional purposes managements uses the
measure.  This c omment also applies to your Forms 10 -Q.

Note 2. Summary of Significant Accounting Policies, page F -9

2. As previously requested in comment 1 of our letter dated May 21, 2015, please revise this
note in future filings to disclose your accounting policy for loss contingencies.  Refer to
FASB ASC 235 -10-50-1.

Form 10 -Q for the Quarterly Period Ended April 2, 2016

Note 3. Variable Interest Entity (VIE)

Cercacor, page 15

3. Please describe to us the changes in the capital structure of Cercacor and in its contra ctual
relationships with you that resulted in your conclusion that you are no longer its primary
beneficiary and that you should deconsolidate Cercacor as of January 3, 2016.  Explain to
us in appropriate detail how these specific changes support your conc lusion that you are
no longer the primary beneficiary of the variable interest entity. Refer to the guidance
provided in ASC 810 -10, including ASC 810 -10-35-4.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Mark P. de Raad
Masimo Corporation
June 9 , 2016
Page 3

 You may contact David Burton  at (202) 551 -3626, or me at (202) 551 -3662 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Brian Soares  at (202) 551 -3580  or Geoffrey Kruczek , Senior Attorney,  at (202) 551 -3641 with
any other questions.

Sincerely,

 /s/ Kevin J.  Kuhar

 Kevin J. Kuhar
           Accounting Branch Chief
           Office of Electronics and Machinery